Private Equity structuring in Luxembourg, vehicle, SOPARFI and LP reporting.
Luxembourg structures a large share of European Private Equity through two-tier schemes: a vehicle (often SCSp/RAIF) to raise and pool capital, and SOPARFIs to hold the participations. FSL sets up and operates this architecture. FSL handles structuring, substance, accounting and reporting; CSSF authorisation and reserved acts are coordinated with our network of partner lawyers and notaries.
Private Equity structuring in Luxembourg combines a capital-raising vehicle (SCSp, RAIF) and financial holding companies (SOPARFI) for ownership, forming a two-tier structure optimised for holding, financing and exiting participations.
Participation exemption art. 166 LIR for SOPARFIs; SCSp (law of 12 July 2013); RAIF (law of 23 July 2016) managed by an authorised AIFM.
Key takeaway
- Typical scheme: fund (SCSp/RAIF) → SOPARFI → participations.
- The SOPARFI exempts qualifying dividends and capital gains (art. 166 LIR).
- FSL operates the structure; legal acts and opinions are coordinated with our partners.
Who this is for
- Management companies and PE/VC funds
- Co-investing investors and family offices
- Groups structuring an acquisition (build-up, LBO)
What we do
- Two-tier scheme: fund vehicle + holding SOPARFI
- SOPARFI incorporation, accounting and substance
- Investor (LP) reporting, capital accounts, carried interest
- Financial due diligence and exit coordination
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Preparation checklist
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Frequently asked questions
Why a SOPARFI under the fund?
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